SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of Earliest Event Reported): July 13, 1998 (July 10, 1998)






                              TRANSIT GROUP, INC.
             (Exact name of Registrant as specified in its charter)



     Florida
(State or other jurisdiction of    33-30123-A                  59-2576629
incorporation or organization)   (Commission File No.)       (IRS Employer
                                                          Identification No.)








                             2859 Paces Ferry Road
                                   Suite 1740
                             Atlanta, Georgia 30339
          (Address of principal executive offices, including zip code)
                                                  (770) 444-0240
              (Registrant's telephone number, including area code)


                       
ITEM 9.    SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S

           On July 10, 1998,  Transit  Group,  Inc.  ("Transit  Group")  issued
76,177  shares of its common  stock to Charles  D.  Bates and  Elizabeth  Bates
("Sellers")  pursuant  to a Stock  Exchange  Agreement  whereby  Transit  Group
acquired  all of the  outstanding  shares of  capital  stock of 579809  Ontario
Limited and 962454 Ontario Limited.  Such shares of common stock were issued to
the Sellers by Transit Group in reliance upon the exemption  from  registration
contained in Regulation S under the Securities Act of 1933.

           An additional  115,314 shares of exchangeable stock of Transit Group
of Canada, Inc. were issued to the Sellers.  Such shares are convertible at any
time into shares of common stock of Transit Group.

           Transit  Group,  headquartered  in  Atlanta,  Georgia,  is a holding
company in the  business of acquiring  and  consolidating  short-,  medium- and
long-haul trucking companies.


                                   SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      TRANSIT GROUP, INC.



Date:  July 13, 1998                  /s/ Philip A. Belyew
                                      --------------------
                                      Philip A. Belyew
                                      President and Chief Executive Officer